Daniel J. Rice IV
Chief Executive Officer, President, and Interim Chief Financial Officer at NET Power
CEO
Executive
Board
About Daniel J. Rice IV
Daniel J. Rice IV (age 44) is Chief Executive Officer of NET Power Inc. (NPWR) and, since April 14, 2025, also serves as President and Interim Chief Financial Officer; he is the Company’s Principal Executive Officer and Principal Financial Officer for SEC purposes . He joined as CEO on June 8, 2023 and sits on the board (Class III; term ending at the 2026 annual meeting) . Rice previously led Rice Energy from start-up to a $1B IPO (2014) and an $8.2B sale to EQT (2017), and created Rice Midstream, later sold for $2.4B, underscoring execution through capital markets and M&A cycles . As an EGC, NPWR does not provide TSR/revenue/EBITDA performance ties in say‑on‑pay disclosures and is not required to hold say‑on‑pay votes at this time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rice Energy Inc. | Chief Executive Officer | 2013–2017 | Led $1B IPO (2014) and $8.2B sale to EQT (2017); created Rice Midstream, sold for $2.4B |
| Rice Energy Inc. | Chief Operating Officer | 2012–2013 | Senior operating leadership prior to CEO role |
| Rice Energy Inc. | VP & CFO | 2008–2012 | Built finance/org capabilities pre‑IPO |
| Tudor Pickering Holt & Co. | Investment Banker | Not disclosed | Energy investment banking experience |
| Transocean Ltd.; Tyco International plc | Finance/Strategy roles | Not disclosed | Corporate finance/strategy roles prior to Rice Energy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EQT Corporation | Director | Current | Large-cap E&P board experience |
| Archaea Energy Inc. | Director | Sep 2021–Dec 2022 | Board tenure until sale to BP Products North America |
| Whiting Petroleum Corporation | Director | Sep 2020–Jul 2022 | Tenure through combination creating Chord Energy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Director Fees ($) |
|---|---|---|---|---|---|
| 2024 | 0 | Not disclosed | 0 | 36,764 (insurance premiums) | 0 (no pay for director service) |
| 2023 | 0 | Not disclosed | 0 | 0 | 0 (no pay for director service) |
Performance Compensation
| Instrument | Grant Date | Quantity | Exercise/Price | Expiration | Performance Metric(s) | Target/Trigger | Vesting Mechanics |
|---|---|---|---|---|---|---|---|
| Stock Options | Apr 2, 2024 | 2,459,893 | $11.30 | Apr 2, 2034 | Operational milestones and stock price | All three: (1) ≥12 months after first natural gas ignition at first utility‑scale plant; (2) execution of license for second plant; (3) FID by licensee for second plant; plus stock closes ≥$30 for 60 consecutive trading days (not before Sep 2, 2026) | Options vest only upon the latest of the three operational milestones and the price hurdle; no time‑based vesting |
Notes:
- No RSUs/PSUs were granted to Rice in 2024; his 2024 equity compensation consists of the stock option award above (aggregate grant date fair value $20,958,288) .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | OpCo Units | Warrants | Total Common / % |
|---|---|---|---|---|---|---|---|
| Daniel J. Rice IV (SEC beneficial ownership) | — | — | — | — | — | — | — |
| Daniel J. Rice IV 2018 Irrevocable Trust (trustee controls; not attributed to Rice personally per SEC) | 5,723,180 | 7.4% | 1,673,162 | 1.2% | 1,673,162 | 2,423,180 | 7,396,342 / 3.4% total common |
Additional alignment and trading policy:
- Insider Trading Policy prohibits hedging, short sales, transactions in derivatives, and pledging or holding NPWR stock in margin accounts by directors and officers (reduces misalignment and forced‑sale risk) .
- Director compensation policy yields no director fees for management directors; Rice receives no board compensation (reduces double‑pay risk) .
Employment Terms
- Roles and tenure: CEO since June 8, 2023; additionally appointed President and Interim CFO on April 14–15, 2025; serves as Principal Executive Officer and Principal Financial Officer for SEC filings .
- Compensation form: No base salary in 2023–2024; 2024 compensation primarily a single large, multi‑trigger option grant; no separate director fees .
- Changes on appointment as Interim CFO: “No new compensatory arrangements” were entered into with Rice in connection with assuming the President and Interim CFO roles .
- Severance/change‑in‑control: The Amended and Restated Executive Severance Plan adopted March 7, 2024 covers “Eligible Executives,” explicitly including Messrs. Allen and Patel; Rice is not named as a participant in the disclosures. CEO‑specific employment agreement, severance or change‑of‑control terms are not disclosed in the latest proxy/8‑K .
- Non‑compete/non‑solicit/garden leave: Not disclosed for Rice in the latest filings .
Board Governance
- Board service: Director since June 2023; Class III; term expires at the 2026 annual meeting .
- Leadership structure: Independent Chairman (Jeff Bennett); CEO (Rice) is separate; Board will designate a Lead Independent Director (Joseph T. Kelliher) if the Chair is not independent; directors regularly hold executive sessions without the CEO .
- Committee roles: Committees comprise independent directors; Rice (as CEO, non‑independent) is not on Audit, Compensation, or Nominating & Governance committees .
- Independence: Rice is not independent due to his CEO role .
- Meetings/attendance: Five Board meetings in 2024; each director attended at least 75% of Board and committee meetings held during their service .
- Director pay: Management directors (including Rice) receive no board compensation under policy .
Performance Compensation Details (Structure and Metrics)
| Element | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| CEO Option Grant (2024) | Multi‑trigger vesting: operational milestones + stock price | N/A | Complete three milestones (ignition + license execution + licensee FID) and 60 trading days ≥$30 closing price (post‑Sep 2, 2026) | N/A (cliff vest upon triggers; no time‑based vest) | Vests when all operational events occur and price hurdle is achieved; 10‑year expiry |
Notes:
- Company short‑term incentive metrics and PSU constructs are disclosed for other NEOs (revenue/operations milestones and stock CAGR hurdles), but no such cash bonus or PSU program applies to Rice per filings .
Compensation Committee Analysis
- Members: Ralph Alexander (Chair), Joseph T. Kelliher, Alejandra Veltmann; all independent; mandate includes CEO pay review and incentive plan oversight .
- Process/consultants: The chartered scope is disclosed; specific consultant usage is not disclosed for 2024 .
- Say‑on‑pay: As an Emerging Growth Company, NPWR is not required to conduct say‑on‑pay votes currently .
- 2025 Annual Meeting outcomes: Class II directors elected; KPMG ratified as auditor; no say‑on‑pay item was presented .
Risk Indicators and Signals
- Duty concentration: Rice is both CEO and Interim CFO during 2025, centralizing principal executive and financial roles; SOX 302/906 certifications were signed by Rice for Q3 2025 .
- Litigation overhang: Multiple law firms announced securities class action filings against NPWR in June 2025, indicating potential headline/legal risk, though these are firm announcements and not detailed merits disclosures .
- Related‑party/strategic investors: Extensive agreements with Baker Hughes, OXY, and Constellation (JDA, license, services, site lease) can create governance complexity; board has related‑party transaction policies and committee review .
- Supply overhang: 13D/A shows NPEH (8 Rivers‑managed) exchanged OpCo Units and sold 2,161,347 Class A shares between Oct 15–Nov 3, 2025; such legacy holder activity can affect float and trading dynamics (not directly tied to Rice holdings) .
- Pledging/hedging: Company policy prohibits pledging/hedging/margin, reducing forced‑sale and misalignment risks for insiders .
- TRA obligations: Tax Receivable Agreement could require substantial payments upon exchanges/change‑of‑control, affecting cash flows (company‑level risk) .
Equity Ownership & Alignment (Context)
- Rice personally is not shown as a beneficial owner under SEC rules; a 2018 Irrevocable Trust associated with him holds 5,723,180 Class A (7.4% of A), 1,673,162 Class B and 1,673,162 OpCo Units, and 2,423,180 warrants; trustee (not Rice) holds voting/investment power .
- Directors/officers as a group held 2,944,499 Class A (3.8%) and 1,676,668 Class B (1.2%) as of April 15, 2025 .
Employment Transitions Around Finance Function
- April 2025: CFO (Akash Patel) and COO (Brian Allen) roles terminated; severance tied to Executive Severance Plan; Rice assumed Interim CFO; no new comp for Rice disclosed .
- June 2025: Chief Accounting Officer transition disclosed .
Investment Implications
- Strong pay-for-performance alignment: CEO compensation is almost entirely at‑risk and back‑ended via a large option that vests only upon demanding operational milestones plus a sustained $30 share price, with no base salary—aligning realized pay to multi‑year value creation and commercialization progress .
- Retention and selling pressure: Absence of time‑based vesting on the CEO’s equity and prohibition on pledging/hedging reduce near‑term selling pressure and promote retention; however, once both operational triggers and the price hurdle are met (no earlier than Sep 2026 for price), potential option exercises could add supply depending on liquidity needs .
- Governance risk-management: Separation of Chair/CEO and independent committees mitigate dual‑role concerns, but temporary CEO+Interim CFO concentration elevates key-person risk and internal control oversight sensitivity; SOX certifications underscore responsibility .
- Overhangs and partners: Legal announcements in mid‑2025 and legacy holder 13D/A activity suggest episodic headline/supply risk; significant strategic‑partner agreements (BH, OXY, Constellation) are critical to execution but add related‑party complexity requiring vigilant board oversight .
- Board service and independence: Rice is a non‑independent director with no committee seats and receives no director pay, limiting compensation layering while maintaining board oversight via independent chairs and committees .